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Home My WebLink AboutLEFTA Systems - Propasal/Agreement 031522-WAYPD-01InternatkmalBusinessInformationTechnaagies,Inc.d.b.a. LEFTA Systems 10950-60 San Jose Blvd., Suite 101 Jacksonville, FL 32223 (800) 405-3109 —Toll Free Agency: Address: City: Attn: City 1 1 Customer Yakima Police Department 200 S. 3rd Street Yakima Lieutenant I. Cavin State: WA Description Proposal/Agreement No.: 031522-1A/AYPD-01 Zip: 98901 LEFTA FTO Software ( Patrol) annual subscription up to 180 users Annual license fee includes ITsupport free updates and hosting. Hosting on Microsoft Azure Government for up to 20 GB of storage. Customization of application Unlimited virtual live training sessions for administrators Active Directory Integration 1 Approved 11/2021 Date: Valid Until: Account Manager: Payment Term: List Price Info 04/26/22 07/25/22 Bryan Selzer Net 30 $4,000 Included Included Included $500 TOTAL: Total $4,000 Included Included Included $500 $4,500 Terms and Conditions This TERMS and CONDITIONS AGREEMENT ("Agreement") is made and entered into as of the effective date shown in the proposal, by and between Client and International Business Information Technologies, Inc., a Florida corporation doing business asLEFTASystems (^LEFTASystemns^). 1. Subscription cfSoftware; Grant of Limited, Non -Exclusive License. LEFTA Systems agrees during the Term of this Agreement to provide Client services and grants to Client a nonexclusive, nontransferable, right and license to use, execute and display the software programs as described in the proposal, in object code and source code form, and the associated users' information and other documentation made available on-line by LEFTA Systems, The employees, agents, and contractors of[|ientmayusethe5oftwaeso|e|yforC|ient'uinterna|purposes(and not for the benefit of any third party) in accordance with the terms of this Agreement. 1. 1. License Restrictions. Except for the limited license rights specifically granted to Client pursuant tnthis Agreement, LEFTA Systems owns and shall retain all rights, title, and interests in and to the Software, including all derivatives thereof. For the avoidance of doubt, pursuant to this Agreement, Client shall not cause or permit the disclosure, renting' leasing, sub|icensin0, loaning or selling, dissemination or other distribution of the Software by any means or in any form to anyone outside of the Client organization inamanner orfor apurpose in'onsistpntwiththisAgeement,andshaUnotpe,mitu,a||owanyPenon to use the Software via a timesharing, service bureau, application service provider or similar arrangement. . 1.1.2. Client shall not, and shall not permit others to, copy, alter, translate, decumpi|e,decipher, disassemble, reverse engineer, or reverse assemble the Software or any components thereof, or attempt to do any .. of the foregoing. Client shall not permit any Person to take any action to reverse engineer, reverse compile,h iattempt nxderive code from bjct code copy of the Software. 1.2. Price; Payment; Additional SaruiceClient shall pay LEF|ASystems, the fees set forth mthe signed proposal. All invoices issued are paid net �0-daysfrom the due date on the invoice. All fees paid to LEFTASy»tems are fully earned and non-refundable. ' shaU be solely responsible for the payment ofall sales and use taxes assessed byany governmental authority with respect to the transactions contemplated bythis Agreement. Annual fees can include a cost of living or consumer price index increase not to exceed 3%. 1.3. Billing Cycle. Regardless ofthe actual commencement date, the annual )nvoice(s)will beprorated toeither the 1*nrthe 15mofthe month tomatch LEFTASystems billing cycles. 2 Approved 11/2021 Term and Termination. Term of Agreement. The initial term shall be 12 months commencing on the date of the signed Proposal and shall automatically renew for successive 1Zmonths periods. 1.4. Termination mfAgreement. 1.4.1. Either party may prevent the renewal ofthis Agreement hyproviding written notice ofnnnrenewa|at least 90 days prior to the expiration of the then -current initial or renewal Term. 1.4.2. Either party may terminate this Agreement at any time if the other party breaches this Agreement and, ifsuch breach iscapable cured, fails tocure such breach within 30days after receiving written notice from the non'breachhi party describing such breach inreasonable detail, 1.4L3. Fees Nonrefundable upon .Cancellation. If prior to the expiration of the Term, Client terminates the Agreement any amount paid by Client to LEFTA Systems under this Agreement is nonrefundable. 1.4.4. Upon Request byClient at a' time upon termination nfthis agreement, LEFTASystems shall promptly return to Client all or any part of the Client Data in the format in which LEFTA Systems routinely stores such data and erase or destroy all or any part of the Client Data in LEFTA Systems possession, in each case tothe extent so requested by Client. Q. Confidentahty. During the performance of services and Client's use of the Software under this Agreement it may be necessary for a party to provide the other with certain information considered to be proprietary or confidential by the disclosing party. Each party shall protect the other's confidential information with the same degree of care normally used to protect its own similar, confidential information, but in no event less than that degree ofcare shallthat a prudent businessperson would,.use to protect such information. For the avoidance of doubt, Client The obligations of each party to protect confidential information received from the other party shall not apply to Public Records laws within Client's authority and information that is officially known or becomes officially known through no act or failure to act on ik� part of the recipient. The provisions of Section 4 shall survive the termination of this Agreement for any'r, I e6son. not share, show, or display LEFTA Systems software features with other vendors that may have similar software. 3'Indemnification. Client shall indemnify, defend and hold harmless L[FTA Systems and itsaffiliates and their r respective officers, directors, managers, equity owners, employees, - agents and representatives (coUective|y\the "Indemnified Parties") from and 6g'6in'st all losses, damages, liabilities, claims, actions, causes of action, demands, lawsuits, proceedings, inquiries, investigations,judgments,interest,awands^ penalties, fines, costs and expenses (including, without limitation, court costsand reasonable attorneys' fees and expenses, at trial and on appeal) incurred or sustained by, orimposed upon, the Indemnified Parties based upon, arising out of, or in connection with the use of the Software by Client, Client's affiliates, or any of their respective officers, directors, managers, ^ employees, agents orrepresentatives. ' � Approved 11/2021 3 4. Miscellaneous. 4.1. Entire Agreement; Amendment. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof, supersedes all prior agreements or understandings, whether written or oral, between the parties with 'respect tothe subject matte, hereof, and may not be amended, modified, altered, or supplemented except by a written agreement signed by both parties. 4.2. Technical Support. Annual license'fee includes unlimited technical support Monday — Friday 8:00 AM — 8:00 PM EST, excluding holidays, This includes a built-in support request function within each software application, a direct email support option and access to a toll -free telephone number to reach support. 4.2.1. All application updates and/or bug fixes are included. 4.3. Hosting. The annual license feeJno�desOien�ssoftware app|�ationhos�yjon�WicmooftAzure Government servers. Client shall be entb|ed'tu h amount of data listed on the proposal without additional charge. Additional s��ragefees shaUbebiUed�oand payable byClient. 4.4. Implementation and Training. Client needs to provide LEFTASystems with the contact information ofa p,imary"PnojectManage/^whoisnsponoib|eformanagingthepnojectt|me|ineontheC|)entoide.7heoveroV time allotted uocomplete the implementation and training is 1J'weeksheA/no/ngofterthc/nitia/pnoject kick- off meeting. After kick-off meeting, the client will receive o login to the custombotibn site which must be completed and submitted to LEFTA Systems within four (4) weeks of the kick-off meeting, Once received, LEFTA Systems will configure se/ectodopp//cotion(s) and train the client within the remaining eight (9) weeks, Client may prioritize applications they o/ixh, to/mp/emcntjYot;howoxer, this does not change the allowed time v/l3 w/ceks. If client delays or choosemto postpone the completion of individual applications during the in/c/o/ submission, an additionolfee of $500 per application will be charged to customize them later, During the project timeline, it is the Client's responsibility that LEFTA Systems will have continued access to Client's project manager for any f0.lIQW7Up questions. Client must ensure they are available within the 12- weektimeframefortmining,fai|uretbdosomaynexu|tivadditinna|feeoand/orreaUooationofresouros. Accepted and A, Printed Name: Robert Harrison City Manager CITY CONTRACT NO- �_,,RESOLUTION Q�ligita)J�,si6ned by Bryan Selzer �� ~��N =_" " ��=�° - LEFTASystems Authomjieti"Si8nature � ` "~� �° Date o� Approved 11/2021 4 ALL CONTENT CONTAINED IN THIS PROPOSAL IS STRICTLY CONFIDENTIAL O4/J6/ZO33